ALASKAPACIFIC BANCSHARES, INC. INCORPORATEDUNDER THE LAWS OF THE STATE OF ALASKA

EX-4.1 3 ex41.htm EXHIBIT 4.1 ex41.htm
Exhibit 4.1
 
 
ALASKA PACIFIC BANCSHARES, INC.
 
INCORPORATED UNDER THE LAWS OF THE STATE OF ALASKA
 
This certifies that the United States Department of the Treasury is the owner of ___________________ (______)
 
FULLY PAID AND NON ASSESSABLE SHARES OF FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES A, PAR VALUE $0.01 PER SHARE, OF
 
ALASKA PACIFIC BANCSHARES, INC., an Alaska corporation (the “Corporation”).  The shares represented by this certificate are transferable only on the stock transfer books of the Corporation by the holder of record hereof, or by such holder’s duly authorized attorney or legal representative, upon the surrender of this certificate properly endorsed. 
 
IN WITNESS WHEREOF, the Corporation has caused this certificate to be executed by the signatures of its duly authorized officers. 
 
 
DATED __________ 
  
     
 
_______________________________
_______________________________
 
Gillian R. Hays
Craig E. Dahl
 
Secretary 
President and Chief Executive Officer 
 

 
        THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
 
        THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. EACH PURCHASER OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT IS NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. ANY TRANSFEREE OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (2) AGREES THAT IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THE SECURITIES REPRESENTED BY THIS INSTRUMENT EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT WHICH IS THEN EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) TO THE ISSUER OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.
 
        The Corporation will furnish to any shareholder on request and without charge a full or summary statement of the designations, preferences, limitations, and rights of the shares of each class which the Corporation is authorized to issue, and of the variations in the relative rights and preferences between the shares of each series of preferred class which the Corporation is authorized to issue, so far as they have been fixed and determined, and of the authority of the Board of Directors to fix and determine the relative rights and preferences of subsequent series of a preferred class of stock. Such request may be made to the Secretary of the Corporation.
 
                For value received, ___________________________________________ hereby sell, assign and transfer unto_________________ ______________________________ shares of the preferred stock represented by the within Certificate, and do hereby irrevocably constitute and appoint __________________________________ to transfer the said Stock on the books of the within named Corporation, with full power of substitution in the premises.
 
 
Dated _________________  In the presence of 
   
   
  ____________________________________  
                                                           Signature 
 
NOTICE: The signature to this assignment must correspond with the name as written upon the face of the Certificate in every particular, without alteration or enlargement or any change whatever.